Orano - Annual Activity Report 2024 302 5 CORPORATE GOVERNANCE AND GENERAL INFORMATION Compensation of corporate officers Other compensation Nicolas MAES receives neither exceptional compensation nor multi-year or deferred compensation, nor performance shares or share subscription or purchase options. He has waived any compensation he may receive in his capacity as director. Benefit in kind Nicolas MAES receives an annual benefit in the form of a company vehicle. Severance and non-competition payments Nicolas MAES receives, in the event of his dismissal, unless there are just reasons, a severance payment of a maximum amount equal to one year of maximum gross annual fixed and variable compensation, subject to the performance conditions provided for by the compensation policy. He took the non-competition commitment provided for in the compensation policy for a period of one year after the termination of his duties and is entitled to receive a non-competition payment in an amount equal to one year of annual gross fixed and maximum variable compensation. Pensions and retirement benefits No defined-benefit supplementary pension plans have been subscribed by the Company on behalf of Nicolas MAES. He is eligible for the supplementary pension schemes applicable to the Company’s management personnel. Unemployment insurance A Medef unemployment insurance policy has been taken out with the GSC (Garantie sociale des chefs et dirigeants d’entreprise) in favor of Nicolas MAES. 70% of the contributions to this policy are paid by the Company and 30% by the beneficiary. 5.2.2.4 Compensation ratios Article L. 22-10-9, I, 6° and 7° of the French Commercial Code requires that companies whose shares are admitted to trading on a regulated market present in the corporate governance report the ratios between the level of compensation of the Chairman of the Board and the Chief Executive Officer and the average and median compensation of employees, as well as the annual change in compensation, the Company’s performance, the average compensation of the Company’s employees and ratios over the last five financial years. Although Orano SA is not subject to these legal provisions, for the purposes of transparency and good governance and in accordance with the provisions of Article 27.2 of the Afep-Medef Code, the Company (given the very small number of employees at the parent company) decided to publish these equity ratios from 2020 by consolidating the data of its French subsidiaries (“significant scope”) within the meaning of Article L. 233-16 II of the French Commercial Code. The ratios are presented by full calendar year for the last five financial years of the Company (2020, 2021, 2022, 2023 and 2024). The ratios of the Orano group for the France scope (i.e., the difference between the compensation of the Chairman of the Board of Directors/Chief Executive Officer of Orano SA and the average and median salary of the employees of the French subsidiaries) were calculated, on the basis of the recommendations of the AfepMedef Code (Article 27.2) and the guidelines on compensation multiples published on February 21, 2021 by Afep, as follows: ● for the calculation of the numerator of these ratios, the compensation taken into account for the Chairman of the Board of Directors and the Chief Executive Officer for each financial year consists of the compensation and benefits of any kind paid or granted during financial year N, on a gross basis. For Orano SA, this compensation includes: the fixed component; the variable compensation paid during financial year N for financial year N-1 (only for the Chief Executive Officer of Orano SA); exceptional compensation paid during financial year N (the Chairman does not receive this type of compensation); compensation when it was received by the officer, paid during financial year N in respect of N-1 (the Chairman of the Board and the Chief Executive Officer waived their compensation in respect of their terms of office as Director); benefits in kind: valued for financial year N (in this case, the company vehicle allocated to the Chief Executive Officer). (It should be noted that signing bonuses, severance payments and non-competition payments, insofar as they were paid during the financial year in question, are not taken into account); ● for the calculation of the denominator of these ratios, the population taken into account is that of employees under permanent employment contracts, on a full-time equivalent basis, present throughout the financial year in question within the consolidated France scope. The compensation of the population defined above, taken into account for each financial year, consists of compensation and benefits of any kind paid or granted during year N, on a gross basis. For the sake of consistency, the items included in the compensation of employees correspond to those included in the numerator for the executive corporate officers of Orano SA, namely: the fixed component; the variable component paid during year N in respect of year N-1; where applicable, the exceptional compensation paid during year N; profit-sharing and incentives; benefits in kind (valued). (As for executive corporate officers, severance payments and non-competition payments, insofar as they were paid during the financial year in question, are not taken into account). The elements taken into account for this calculation are identical to those taken for the calculation of group profit-sharing.
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